Hxxx-Xxxxx-Xxxxxx. Any applicable waiting period under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or been terminated.
Hxxx-Xxxxx-Xxxxxx. As and when Buyer reasonably requests, each of Seller and Parent shall prepare and file such documents with the Federal Trade Commission and the United States Department of Justice as may be required to comply with the Hxxx-Xxxxx-Xxxxxx Act in connection with the Sale and the Assumption, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with the Sale and the Assumption. Each of Seller and Parent will take all reasonable actions, and will file and use reasonable efforts to have declared effective or approved all such documents and notifications (when filed) with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Sale and the Assumption.
Hxxx-Xxxxx-Xxxxxx. If applicable, the HSR Clearance shall have been obtained.
Hxxx-Xxxxx-Xxxxxx. The applicable waiting period under the HSR Act shall have expired or been earlier terminated without action by the Antitrust Division or the FTC to prevent the consummation of the transactions contemplated by this Agreement.
Hxxx-Xxxxx-Xxxxxx. Seller and Purchaser acknowledge that the transaction contemplated by this Agreement may be subject to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and it will be a condition to the Closing hereunder that the parties obtain such approvals as may be required under the HSR Act. The parties agree to cooperate in good faith in exchanging relevant information including investigation of applicable exemptions to filing and the parties agree to cooperate in filing any documents required under the HSR Act. Each party will bear its own costs, fees and expenses in making such filing. If the parties agree that no exemption applies and filing is required and any approval required under the HSR Act has not been received on or before six (6) months from the date hereof, then this Agreement shall automatically terminate, whereupon no party hereto will have any further rights or obligations hereunder, except as may otherwise be expressly provided herein.
Hxxx-Xxxxx-Xxxxxx. The waiting period (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and all other authorizations, consents and approvals of Governmental Authority required for consummation of the transactions contemplated hereby shall have been obtained.
Hxxx-Xxxxx-Xxxxxx. All filings required under the HSR Act shall have been completed and all applicable time limitations under the HSR Act shall have expired or been terminated without a request for further information by the relevant federal authorities under the HSR Act, or, in the event of such a request for further information, the expiration of all applicable time limitations under the HSR Act shall have occurred without the objection of those federal authorities.
Hxxx-Xxxxx-Xxxxxx. In the event the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) is applicable to any Shareholder, the dissolution of the LLC shall not be consummated until such time as the applicable waiting period (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Shareholder.
Hxxx-Xxxxx-Xxxxxx. Each Party shall (a) prepare and file its Notification and Report Forms under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the transactions contemplated hereby in accordance with applicable Law and to request early termination of the waiting period under the HSR Act with respect to the transactions contemplated hereby, within fifteen (15) Business Days after the date hereof, (b) comply at the earliest practicable date with any request for additional information or documentary material received by such Party or any of its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (c) cooperate in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated under this Agreement commenced by either the Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general. In furtherance and not in limitation of the other covenants of the Parties contained herein, each Party shall use Reasonable Efforts to resolve such objections, if any, as may be asserted with respect to the consummation of the transactions contemplated hereby under any antitrust Law; provided, however, that no Party or any of its Affiliates shall be required to dispose of any of its assets or businesses by virtue of this Section 8.18. If any administrative, judicial or legislative Action or Proceeding is instituted (or threatened to be instituted) challenging the sale and purchase of any of the Purchased Assets or any other transaction contemplated herein as violative of any antitrust Law, each Party shall cooperate and use Reasonable Efforts to contest vigorously and resist any such Action or Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order that is in effect and that restricts, prevents or prohibits consummation of the sale and purchase of the Purchased Assets or any other transaction contemplated by this Agreement. Buyer shall bear the cost of the required HSR Act filings fees applicable to the transactions contemplated hereby.
Hxxx-Xxxxx-Xxxxxx. Upon exchange of the Class A Common Units, FCEI, the Company, the FCE Entities and the BCR Entities will make any filings and use commercially reasonable efforts to obtain any requisite clearances that may be required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as provided in the Master Contribution Agreement. As contemplated by the Master Contribution Agreement, FCEI and the FCE Entities will bear all costs and expenses, including filing fees, incurred by FCEI, the Company, the FCE Entities or the BCR Entities in order to comply with the covenants contained in this Section 11.
